TIME dotCom : Minutes of the 26th AGM

TIME DOTCOM BERHAD

(Registration No. 199601040939 (413292-P))

(Incorporated in Malaysia)

MINUTES OF THE 26TH ANNUAL GENERAL MEETING ("26TH AGM" OR THE "MEETING") OF TIME DOTCOM BERHAD ("TIME" OR THE "COMPANY") HELD ON A FULLY VIRTUAL BASIS, THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT TIME LOBBY, GROUND FLOOR, NO. 14, JALAN MAJISTRET U1/26, HICOM GLENMARIE INDUSTRIAL PARK, 40150

SHAH ALAM, SELANGOR DARUL EHSAN, MALAYSIA AND ENTIRELY USING THE REMOTE PARTICIPATION AND ELECTRONIC VOTING ("RPEV") FACILITIES, VIA THE MEETING PLATFORM AT https://meeting.boardroomlimited.my("MEETING PLATFORM") ON THURSDAY, 15 JUNE 2023 AT 2.00 P.M. (MALAYSIA TIME)

PRESENT	: Present at the Broadcast Venue:
		Board of Directors ("Board")
		Puan Elakumari Kantilal (Acting Chairman)
		Encik Anthony Low Kim Fui
		Participated virtually using RPEV Facilities:
		Board of Directors
		Encik Mark Guy Dioguardi
		Puan Koh Cha-Ly
		Datuk Azailiza Mohd Ahad
		Puan Kuan Li Li
		Encik Hong Kean Yong
		Encik Selvendran Katheerayson
		Encik Afzal Abdul Rahim (Commander-in-Chief ("CIC"))
		Encik Patrick Corso
		Chief Financial Officer
		Encik Shahnaz Farouque Jammal Ahmad
		External Auditors - Messrs. KPMG PLT
		Encik Chew Beng Hong
		Encik Samuel Chia
		Independent Scrutineer - Messrs. SKY Corporate Services Sdn
		Bhd
		Puan Ivy Leong Shiak Wan
		Emcee
		Puan Natassha Anne Kaur
IN ATTENDANCE	:	Company Secretary
		Puan Chew Ann Nee (present at the Broadcast Venue)
SHAREHOLDERS/	:	As per the Summary of Attendance List using the RPEV Facilities
PROXIES/
CORPORATE
REPRESENTATIVES

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TIME DOTCOM BERHAD (Registration No. 199601040939 (413292-P))

Minutes of the 26th Annual General Meeting on 15 June 2023

1. PRELIMINARY
   The Chairman of the Meeting, Puan Elakumari Kantilal ("Chairman") called the Meeting to order at 2.00 p.m. and welcomed all present at the broadcast venue and participated in the Meeting virtually using the RPEV Facilities.
   The Chairman informed that the Meeting would be conducted fully virtually through live streaming from the broadcast venue and online remote voting using the RPEV Facilities via the Meeting Platform.
   She then proceeded to introduce the Board members, the Company Secretary, the Chief Financial Officer as well as the representatives from the External Auditors, Messrs. KPMG PLT to the shareholders, proxies and corporate representatives (collectively, referred to as the
   "Shareholders").
2. QUORUM
   The requisite quorum being present, the Chairman declared the Meeting as duly convened.
3. NOTICE OF MEETING
   The notice dated 28 April 2023 convening the Meeting ("Notice"), which had been duly circulated to all the Shareholders and published within the prescribed period, was taken as read.
4. REMOTE E-POLLING PROCEDURES
   The Chairman then invited Puan Natassha Anne Kaur, the Emcee to provide the Shareholders with a short briefing on the proceedings of the Meeting.
   The Emcee informed the Shareholders that all resolutions tabled before the Meeting would be voted by poll using the online polling system via the RPEV Facilities. The Company had appointed Messrs. Boardroom Share Registrars Sdn Bhd ("Boardroom") as the Poll Administrator to conduct the online poll voting process, and Messrs. SKY Corporate Services Sdn Bhd as the Independent Scrutineers to verify the poll results of the Meeting. The Shareholders were invited to submit their questions on all the resolutions of the Meeting in real-time during the Meeting using the chat box through the Meeting Platform.
   A short video by Boardroom was played to demonstrate to the Shareholders the functions available within the Meeting Platform and the Shareholders were then given a 1-minute testing window to cast their votes on a trial resolution.
   Thereafter, the Chairman announced the commencement of the online voting session which would remain open until the closure of the voting session to be announced later.

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TIME DOTCOM BERHAD (Registration No. 199601040939 (413292-P))

Minutes of the 26th Annual General Meeting on 15 June 2023

1. PRESENTATION BY THE CIC
   Prior to the tabling of all the resolutions, the Chairman invited Encik Afzal Abdul Rahim, the CIC of the Company to brief the Shareholders on the business review, the highlights of the financial performance of the Company for the financial year ended 31 December 2022, Time's commitment to sustainability moving forward, the outlook and priorities for 2023 and beyond as well as the Company's responses to questions raised by the Minority Shareholders Watch Group ("MSWG") received prior to the Meeting.
   A copy of the presentation slides together with the Company's responses to the questions raised by the MSWG is attached as Appendix A.
2. AGENDA OF THE MEETING
   The Chairman thanked the CIC for his presentation and proceeded to the agenda of the Meeting.
   The Chairman informed the Shareholders that the first agenda of the Meeting was to receive the Audited Financial Statements of the Company for the financial year ended 31 December 2022 together with the Reports of Directors and Auditors thereon ("AFS 2022"). She explained that the agenda was for discussion only in accordance with Section 340(1)(a) of the Companies Act 2016, and did not require formal approval of the Shareholders. Hence, it would not be put forward for voting.
   The Chairman then declared that the AFS 2022 as duly tabled and received at the Meeting.
   The Chairman informed that the second to fifth agendas of the Meeting were intended to seek the approval of the Shareholders for the following resolutions:
   As Ordinary Business:
3. 1. Ordinary Resolution 1 - Re-election of Encik Low Kim Fui who retires in accordance with Rule 107 of the Company's Constitution and being eligible, has offered himself for re- election.
      Encik Low Kim Fui's profile was set out on page 52 of the 2022 Annual Report.
   2. Ordinary Resolution 2 - Re-election of Puan Kuan Li Li who retires in accordance with
      Rule 107 of the Company's Constitution and being eligible, has offered herself for re- election.
      Puan Kuan Li Li's profile was set out on page 52 of the 2022 Annual Report.
   3. Ordinary Resolution 3 - Re-election of Encik Selvendran Katheerayson who retires in accordance with Rule 107 of the Company's Constitution and being eligible, has offered himself for re-election.
      Encik Selvendran Katheerayson's profile was set out on page 53 of the 2022 Annual Report.
      The Chairman informed that Encik Hong Kean Yong and Puan Koh Cha-Ly would retire as Directors of the Company in accordance with Rule 103 of the Company's Constitution at the conclusion of the Meeting.
      On behalf of the Board and the Company, the Chairman took the opportunity to put on record a note of deep appreciation to Encik Hong Kean Yong and Puan Koh Cha-Ly for their invaluable contribution to the Company. The Chairman wished them all the best in their future endeavours.

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TIME DOTCOM BERHAD (Registration No. 199601040939 (413292-P))

Minutes of the 26th Annual General Meeting on 15 June 2023

1. 1. Ordinary Resolution 4 - Payment of Directors' fees amounting up to RM1,224,000 to the
      Non-Executive Directors from the day after the 26th AGM until the conclusion of the next
      Annual General Meeting of the Company ("AGM").
   2. Ordinary Resolution 5 - Payment of Directors' benefits to the Non-Executive Directors which include meeting allowance, medical and hospitalisation coverage and other claimable benefits incurred from the day after the 26th AGM until the conclusion of the next AGM.
   3. Ordinary Resolution 6 - Appointment of Messrs. PricewaterhouseCoopers PLT as Auditors of the Company in place of the retiring auditors, Messrs. KPMG PLT, for the financial year ending 31 December 2023 until the conclusion of the next AGM and to authorise the Directors to fix their remuneration.
      Messrs. PricewaterhouseCoopers PLT had given their consent to act as Auditors of the Company.
      On behalf of the Board and the Company, the Chairman took the opportunity to thank Messrs. KPMG PLT for their service to the Company.
2. ANY OTHER BUSINESS
   As confirmed by the Company Secretary, the Chairman informed that the Company had not received notice of other business in accordance with the Companies Act 2016 and the
   Company's Constitution.
3. QUESTION AND ANSWER SESSION
   The Chairman informed that the Company had received several questions posed by Shareholders and that the Company would endeavour to answer all the questions raised. In the event of time constraints, the Company would respond to questions received from the Shareholders via email.
   The Chairman then proceeded to invite the CIC to address the questions received. All questions raised by the Shareholders during the Meeting were duly answered by the CIC.
   The questions and answers in response to the above were attached as Appendix B.
4. VOTING SESSION
   The Chairman announced that the online voting session would be closed in 5 minutes and the Shareholders were reminded to submit their votes.
   The Chairman informed the Shareholders that she had been appointed to act as proxy for a number of shareholders and that she would vote in accordance with the voting instructions given. She then adjourned the Meeting until the casting and verification of votes were completed.

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TIME DOTCOM BERHAD (Registration No. 199601040939 (413292-P))

Minutes of the 26th Annual General Meeting on 15 June 2023

10. ANNOUNCEMENT OF POLL RESULTS

The Chairman called the Meeting to order for the announcement and declaration of the poll results of the Meeting. She invited the Company Secretary to read out the poll results of the Meeting to the Shareholders. The poll results of the Meeting were shown as below:

	Voted For		Voted Against
	No. of Shares		%	No. of Shares	%
Ordinary Resolution 1	1,465,293,953		99.9958	61,713	0.0042
Ordinary Resolution 2	1,465,253,781		99.9930	101,885	0.0070
Ordinary Resolution 3	1,407,422,473		98.6887	18,700,443	1.3113
Ordinary Resolution 4	1,465,234,559		99.9948	75,568	0.0052
Ordinary Resolution 5	1,465,178,634		99.9898	149,160	0.0102
Ordinary Resolution 6	1,462,894,122		99.8321	2,460,944	0.1679

Based on the poll results of the Meeting, the Chairman then declared that all the resolutions as set out in the Notice were duly passed as follows:

ORDINARY RESOLUTION 1

"THAT Encik Low Kim Fui who retires in accordance with Rule 107 of the Company's Constitution and being eligible, be hereby re-elected as Director of the Company."

ORDINARY RESOLUTION 2

"THAT Puan Kuan Li Li who retires in accordance with Rule 107 of the Company's Constitution and being eligible, be hereby re-elected as Director of the Company."

ORDINARY RESOLUTION 3

"THAT Encik Selvendran Katheerayson who retires in accordance with Rule 107 of the Company's Constitution and being eligible, be hereby re-elected as Director of the Company."

ORDINARY RESOLUTION 4

"THAT the payment of Directors' fees amounting up to RM1,224,000 to the Non-Executive Directors from the day after the 26th AGM until the conclusion of the next AGM be hereby approved."

ORDINARY RESOLUTION 5

"THAT the payment of Directors' benefits to the Non-Executive Directors which include meeting allowance, medical and hospitalisation coverage and other claimable benefits incurred from the day after the 26th AGM until the conclusion of the next AGM be hereby approved."

ORDINARY RESOLUTION 6

"THAT the appointment of Messrs. PricewaterhouseCoopers PLT as Auditors of the Company in place of the retiring auditors, Messrs. KPMG PLT, for the financial year ending 31 December 2023 until the conclusion of the next AGM and authorisation to the Directors to fix their remuneration be hereby approved."

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